The Extravagant Spider-man
by Trubosswritr55
Summary: This is an amazing tale of a teenage boy named Peter Parker. In this story Peter learns that with great power comes great responsibility when he is gifted with amazing superhuman abilities. After making a terrible decision that impacted Peter more than he thought, he dedicates his life to using his newfound abilities for a good cause as the hero Spider-Man.
1. Chapter 1

**"With Great Power"**

**It's been a year since Peter was bitten by the genetically altered spider that made him into Spider-man. Each day, Peter struggles with the choices and responsibilities of a hero. Peter has been trying to balance a job, school, and home life; not to mention his time as his alter ego. Peter sometimes has the urge to give up hope and quit his life as the web head, however when he remembers what happened to his Uncle Ben; it inspires him to push on.**

**The Parker Residence in the morning...**

(Alarm clock ringing)

"Really, morning already?" Peter asked himself in an exhausted tone as he lightly hit the alarm clock. (Yawn) "I really gotta quit sleeping in the spidey outfit, one of these days Aunt May is gonna walk in on me. And there's not gonna be one excuse in the world to save me when that happens" Peter said as he stood up from his bed and stretched his back. "Wow, I might actually be on time today" Peter said after seeing that it was 7:00 a.m on his clock.

**After getting ready for school and refilling his web shooters, Peter begins to go downstairs for breakfast. However, before he can reach the bottom of the steps, he hears his Aunt mumbling something at the kitchen table and decides to stop at the bottom of the staircase.**

"Dear Lord, please allow this storm in our life to passover. Give me the strength to carry on and provide for my family. Allow us to be able to see the light at the end of this dark tunnel"

**As she continued, Peter saw that there were scrambled envelopes of overdue bills at the table.**

"Amen" Aunt May finished as she opened her eyes and gathered all of the envelopes.

**Peter began thinking to himself for a minute, then came out from the staircase and entered the kitchen.**

"Morning, Aunt May" Peter said as he sat down at the table.

"Oh, good morning Peter" Aunt May replied in a cheerful tone as she placed all of the bills into a drawer. "I see you finally decided to carry your lazy butt out of bed this morning" Aunt said as she came over and kissed him on the cheek.

**Peter replied with a soft chuckle.**

"So what's for breakfast?" Peter asked.

"Homemade pancakes" Aunt May replied as she brought the plate of pancakes over to Peter along with the syrup.

Aunt May then turned on the radio and sat down in front of her nephew. As Peter Began eating, he found himself gazing at the drawer in which Aunt May had placed the bills.

"Is something the matter Peter?" Aunt May asked with concern.

"No I'm fine" Peter replied as he continued eating as Aunt May took a sip of her coffee while reading the newspaper.

"Let's see, Mutants Equal Mayhem. Well the Daily Bugle isn't lying about that one, I can't stand those creatures. They're an abomination to the human race" Aunt May said as Peter stopped eating.

"Come on Aunt May, they're not that bad" Peter said before he took a sip of orange juice.

"Well you've seen all the destruction and pain they've caused already. They're an infamous to society and must be brought to justice" Aunt May replied as she took another sip of her coffee.

"Not all mutants are bad, just look at the X-men" Peter said.

"Nothing but a bunch of wanna-be do-gooders that still spread destruction everywhere they go" Aunt May replied while continuing to read the paper. "Peter I want you to promise me that you won't take any dangerous photography assignments from that J. Jonah Jameson you work for" Aunt May said with concern as she placed the newspaper on the table.

"(nervous chuckle) well, that's uh, really what he pays me to do" Peter said in a low voice with a nervous smile.

"Well just promise me that you'll be careful, it's a dangerous world out there" Aunt May said as she placed her hand on Peter's.

"Trust me Aunt May, I know and I promise you, I'll be fine" Peter said as he placed his hand on top of her's.

"I know you will" Aunt May replied with a smile as she brought her hand back to the newspaper.

**All of a sudden.**

"We interrupt this station to bring you breaking news" the radio announcer said as Peter looked up at the radio. "There is a bank robbery in progress downtown. The robbers have hostages and are considered armed and dangerous" the announcer said as a serious expression fell upon Peter's face.

"Hmp, people these days are just crazy, they'll do anything for money" Aunt May said while continuing to read the paper. "Peter you be careful on your way to school" Aunt May said while the paper was still up to her face. "Peter?" Aunt May called as she looked up to see that the front door had just been slammed. "He must've been in hurry, probably for a science project or something" Aunt May said as she took another sip of coffee.

**Downtown, New York...**

**The bank robbery is still in progress.**

"Anybody moves, they die" another robber says as all of the people are murmuring in fear from the two robbers that have guns on them.

"Come on, we can take em" one of the security guards whispered.

"Easy son, we can't endanger the rest of these civilians" the other security guard replied with a whisper.

"What are you two talking about?" one of the robbers asked firmly as he walked up to them.

"Oh the kid thought that he smelled a gas leak and I told him that it was probably from the cars outside" the security guard replied.

"Huh, you cops really think you're clever, don't cha?" the robber asked as he grabbed the older security guard and pulled him in front of the crowd of people.

"Please, I was the one talking, take me instead!" the other security guard pleaded.

"You can be next if you want, but he's gonna be our prime example of what happens when you don't listen" the robber said as he pulled out a pistol and held it to the guard's head.

**As the robber is about to pull the trigger, the gun is yanked out of his hand by a white silky string.**

"What the-" the robber pauses as he turns around to the wall.

"Now didn't your parents ever tell you not to play with guns?" Spider-man quips as he webs the gun to the wall.

"Spider-man?!" Both robbers say with astonishment.

"Yep the one and only, although it would be nice to have a twin to take some of the load off" Spider-man says with his hand on his chin.

"Well don't just stand there lookin stupid, dumbass, shoot him!" One of the robbers exclaimed.

**The other robber then cocks his machine gun and begins firing on Spider-man.**

"Uh-oh, miss me, miss me. Now you gotta- wait, forget that last part" Spider-man says while acerbating all over the lobby.

"Aw shit, he's to damn fast!" the robber says while trying to reload his gun.

"Screw this man, I'm outta here!" the other robber says as he rushes to the exit.

"I'm with ya" the other says as he drops his gun and follows.

"Uh, uh, uh. Now kids, you should always ask to be excused before leaving the dinner table" Spider-man quips again as he webs them both to the ceiling.

"There, that oughta hold you" Spider-man says as the robbers are struggling to get free.

"Is everybody alright?" Spider-man asked as he web yo-yoed himself down in front of the crowd.

**Suddenly, Spider-man's spider sense begins tingling.**

"STOP, THEIF!" a bank employee shouts as the last robber zooms out of the front entrance with two money bags in his hands.

**Spider-man then swings after the the robber continues running down the street, he turns around only to see Spider-man swinging after him.**

"Oh crap" the robber says as he increases in speed.

**Spider-man then lands on a street light and shoots a web line at the robber's leg and hangs him from it.**

"Might I suggest a new hobby for you and your friends back there?" Spider-man asked.

"Aw why don't you just kiss my-" the robber stops as Spider-man webs his mouth.

"Hey, tell it to the judge!" Spider-man exclaims. "I've always wanted to say that" Spider-man says while the thug is mumbling angrily through the webs.

**Just then, police cars pull up in front of them.**

"Hey officers, got em all tied up for ya" Spider-man says as the police get out of their cars with their guns on him.

"SPIDER-MAN, YOU ARE UNDER ARREST, GET DOWN FROM THE STREET LIGHT AND PUT YOUR HANDS IN THE AIR!" One police officer demanded.

"Uh, hello, I caught the bad guys. I think the words you're looking for are, thank you" Spider-man replied in astonishment.

"GET DOWN HERE, NOW!" another officer demands.

"Aw what's the use" Spider-man says in frustration as he jumps unto a building behind him and begins running up the side.

"OPEN FIRE!" one of the officers command as the police begin shooting at Spider-man as he zig-zags across the building in order to dodge the bullets.

"Yep, I'm definitely gonna be late again" Spider-man says as he dives off the side of the building and begins swinging away from the scene.

**Later at Midtown High School...**

"Alright class, please pass your tests to the first person of each row" the history teacher says as all of the students do so. "I hope none of you had the idea of cheating, especially since all of the questions were arranged differently on each of your papers" the teacher said.

"Aw man" Flash Thomson said in grief as he threw his head on the desk.

"Pss, Harry, have you seen Peter anywhere?" Gwen Stacey asked in a whisper.

"No, I don't think he's here today" Harry Osborn replies in a whisper as Peter comes through the door.

"Ah, Mr. Parker, how nice of you to join us" the teacher says as Peter flops in his desk and everyone stares at him.

"So, what's the excuse this time?" the teacher asked as he sat down on the edge of his desk. "Car trouble, the bathroom, or were you just skipping class? he asked firmly.

"I missed the bus" Peter replies in a low frustrated voice.

"Then you must've had a late night" the teacher says as he get's off his desk. "Please try to get more rest in order to get up on time Mr. Parker. You can come back during study hall to make up the test that you missed" the teacher says as he stands up in front of the class.

**As the teacher begins explaining something about a guy named Steven Rodgers in WW2, Peter is hit in the back of the head with a paper airplane. Peter then turns around only to see Flash snickering. Peter gives him a scowl look and turns back around, then puts his head on the desk.**

**During lunch...**

**Peter had just got his tray and notices his friends giving him a hand motion to come sit with them.**

"Where were you this morning?" Gwen asked as Peter sat down. "We were suppose to be studying together in the library, remember?" Gwen asked.

"Yeah, sorry Gwen, I got carried away with something" Peter replies as he rubs the back of his head.

"Peter, this is the third time this week that you've blown me off" Gwen said in frustration as Peter began eating.

"Yeah, where do you go all the time?" Harry asked. "You haven't been returning my calls" He added.

"I've just been busy, really busy" Peter replied.

"Huh, you act like you're a super hero or something" Harry said as he continued eating.

"(soft chuckle) No, I doubt that I could ever be that busy" Peter replied in a nervous tone.

"Hey, where's Mary Jane?" Gwen asked as she took a sip canned soda.

"She didn't come today. She called me last night saying that she had the flu" Harry said as he stopped eating for a brief moment.

"Awe, that's to bad" Gwen said. "Peter, why don't you check on her on your way home" Gwen continued.

"Sure, I'll swing by" Peter said as he turned his attention to Liz Allen, who was over at another table with her friends.

"You gonna go over there and ask her or what?" Harry asked. "You've been staring at her ever since freshmen year" Harry said as Peter continued to look. "Don't you think it's time that you two became more than just friends" Harry said as Peter turned back to him.

"You know what Harry, you're right, I'm gonna go for it" Peter said as he got up and approached the table.

"Okay, I wasn't expecting that. Were you?" Harry asked with no reply from Gwen.

"Hey Liz" Peter said as he stopped by the table.

"Oh hey Pety, what's up?" Liz asked.

"Nothin really, I was just uhh, ya know, wondering if you wanted to-" Peter pauses as he hears a voice behind him.

"Hey, Puny Parker!" Flash called as Peter turned around only to be hit with a glob of mashed potatoes.

"Ha ha, good one man" one of Flash's football buddies says as the entire lunchroom began laughing at Peter.

"(Sigh) where's spider-sense when you need it?" Peter asked himself in thought while wiping some of the food off of his face and shirt.

"Hey yo check this out, I got something to replace Puny Parker" another one of Flash's football teammates say. "Potato head Parker" he says as everyone continues to laugh except for Harry and Gwen.

"Hey Parker, you might wanna think about eating your food with a spoon, that would make it much easier to get in your mouth" Flash said in a mocking tone as Peter walked out of the cafeteria.

**Meanwhile at Oscorp Industries...**

**Norman Osborn is in a conference room consulting with government officials about weapons for the military**.

"Mr. Osborn, when will these weapons be finished and approved for use?" one official asked.

"We should have them ready for you within the month" Mr. Osborn replied.

"That's what you told us last time" another official said.

"There was a minor set back, I assure you gentleman that it will not happen again" Mr. Osborn replied.

"You'd better make sure of it, because if you don't, I'll drop you and go over to Stark's place and get some real business done" the official said as he stood up along with all the others. "This is your last chance Norman, make it count" the official added firmly.

"You won't be disappointed, I guarantee you that" Mr. Osborn said as he stood and shook the official's hand.

"We'll see, keep us updated on progress" the official said as he and the others began to leave the room.

**As they left, Mr. Osborn sat down and began pondering on the situation. However, little did he know that having the military stop funding his company would be the least of his worries.**

"Excuse me sir" Dr. Connors said as he opened the door.

"What is it?" Mr. Osborn asked.

"There's a problem" Dr. Connors said as a suspicious look fell upon Mr. Osborn's face.

**An underground level of Oscorp...**

"What do you mean they've been stolen, how?!" Mr. Osborn asked angrily as him and Dr. Connors approached a large titanium door.

"We didn't realize that we'd been missing our prototypes until we did a did a scan" Dr. Connors said as he entered a passcode on a digital keypad next to the door.

**The door then released steam and each door-half retracted in separate directions.**

"Give me the names of all of the ones stolen" Mr. Osborn demanded as they entered a clear cylinder-like elevator.

"Yes sir" Dr. Connors said as he pulled out a notepad and flipped it open. "Let's see, many of our prototype laser energy guns were taken, along with the hulk-buster 2.0 prototype, along with the automatic flight wings, the shockwave gauntlets, and the bio-enhancer suit. They even took the tail design schematic that we made to go with it" Dr. Connors said as Mr. Osborn was over seeing the enormous work station.

"What about my research, did they get to it as well?" Mr. Osborn asked.

"No sir, it remains secure" Dr. Connors replied as the elevator came to a stop on the surface.

"Good" Mr. Osborn said as they left the elevator and continued walking.

"Mr. Osborn, I would like to introduce you to Mr. Dmitri Smerdyakov, he's the assistant director of this facility" Dr. Connors said as they approached them.

"Ah yes, Mr. Osborn, it is quite an honor" Dmitri said as they shook hands.

"The pleasure is all mine, now where are we so far in finding the stolen prototypes?" Mr. Osborn asked.

"It saddens me to report, not very far sir. As you can see, the theft took us all by surprise" Dmitri says as he looks around at the workers. "Our logistics teams cannot seem to find any trace of DNA from the robbers, nor did our security team manage to subdue them, and all of our security cameras were disabled before the theft. This was done professionally" Dmitri finished.

"Alright, tighten security around all other activities and experiments" Mr. Osborn said to Dmitri. "Connors, initiate a city-wide search for all of the other stolen prototypes" Mr. Osborn demanded.

"Right away sir" Dr. Connors replied.

"I hope you gentlemen understand how imperative it is that we find and retrieve these items, I fear that if they fall into the wrong hands, they may be used for great destruction" Mr. Osborn said in a firm tone.

"Not to worry sir, we'll do everything in our power to get the prototypes back" Dr. Connors said.

"Dr. Connors, May I speak with you for a moment?" Mr. Osborn asked.

"Of course sir" Dr. Connors replied.

"I'll go ahead and get back to work" Dmitri said as he walked away.

"Yes sir, can I be of assistance?" Dr. Connors asked as he approached Mr. Osborn.

"Let me make something clear to you Connors. There is no we in this, there is only you" Mr. Osborn said firmly.

"I'm not understanding sir" Dr. Connors said in a confused tone.

"This is your mess Connors, and you are going to clean it up. I put you in charge of this facility and I expect you to be able to run it properly" Mr. Osborn said firmly. "Do I make myself clear?" Mr. Osborn asked firmly.

"Yes sir" Dr. Connors replied in a soft low tone.

"Then do your job and see to it that these prototypes are found! Otherwise, you can find someone else to fund your research for genetic limb regrowth!" Mr. Osborn exclaimed angrily as he walked back to the elevator.

**As Mr. Osborn was walking away, Dr. Connors continued to stand there with an angry expression on his face.**

**The Watson Residence after school...**

"Now Mary Jane, I want you to stay in bed and get as much rest as you can" Aunt Anna said as she covered her niece in sheets.

"Don't worry Aunt Anna. (Sniffle) I'll be better before you know it" MJ said as she laid back on her pillow.

"Let's hope so. Just yell if you need me, I'll be downstairs making soup" Aunt Anna said as she was on her way out.

"Thanks Aunt Anna" MJ said as her Aunt left the room.

**Mary Jane then closed her eyes and began to fall asleep. That is until a knock on her window startled her. When MJ turned to the window, she was relieved to see it was Peter sitting in the tree next to her house. MJ then got out of bed and went to unlock the window.**

"Are you crazy?" MJ asked in a whisper. "Do you have any idea what my Aunt would do if she caught you up here?" MJ added in a whisper as Peter entered the room.

"Well if I would've used the door, then she would've made up some crazy excuse of why I couldn't see you" Peter replied.

"True, but, how'd you even get up here?" MJ asked.

"You saw, I climbed the tree" Peter replied.

"Since when do you climb trees?" MJ asked while folding her arms.

"It's actually not that hard, especially for me" Peter replied.

"Mhm" MJ said with a smirk while going back to her bed. "So what brings you by Tiger?" MJ asked while getting back under her sheets.

**Peter blushed at his nickname.**

"Well Harry told us that you were sick and I was the one nominated to check on you" Peter said as he threw his book bag off while going over to sit on the bed.

"Aww, that's so sweet of you guys to be concerned about me" MJ said.

"So how are you feeling?" Peter asked.

"I'm feeling better, (sniffle) thanks for asking" MJ replied. "Hey, what happened to your shirt?" MJ asked.

"Don't even ask" Peter said while looking at the greasy stain.

"Let me guess, Flash?" MJ asked.

"And all the rest of his fellow football jocks" Peter said angrily.

"Ugh, I wish we could do something about that jerk. Ya know, he has one more time to hit on me before I sock him in the mouth, (cough)" MJ said angrily.

"I wouldn't blame you, but Flash isn't really that big of a deal" Peter said. "He'll get bored eventually" Peter added.

"Yeah, you're probably right. Still, you'd think he'd respect you a little more seeing as how your always one on one with his idle" MJ said.

"Who, you mean Spider-man? Well, I wouldn't exactly say that we're on each other's buddy list" Peter said.

"Still, you're the only photographer in the city who's able to get those amazing shots of him. So you must have some kind of encountering with him" MJ said. "Tell me, what's he like?" MJ asked as she moved from under the sheets and closer to Peter.

"I uhh, well, I don't really know him that well" Peter replied while stammering.

"Oh come on Peter, I'm not asking you to do a criminal profiling on the man" MJ said.

"Okay, okay. I may have talked to him once or twice" Peter said. "From what I could tell, he seems like a really great guy. He's always helping people, he protects the innocent. I mean, there's nothing really more to say about him, he's a hero" Peter said.

"Then why does everyone treat him like a criminal?" MJ asked.

"Mostly because the Daily Bugle is always printing editorials that say he is" Peter said. "But other than that, I don't know" Peter said as he looked away from MJ. "It just seems like, no matter what he does or who he saves. Every time he turns around, someone's calling him a menace or a criminal" Peter said as he stood up from the bed and began pacing the room. "I just don't get it, what does he have to do to convince these people that he's here to help?" Peter asked in a firm and serious tone.

"You sure are taking this personally. You must really look up to the guy" MJ said.

"Well he has gotten me out of some sticky situations from time to time" Peter said. "(deep sigh) MJ, there's something I need to tell you" Peter said as he went back to sit next to her on the bed.

"What is it?" MJ asked.

"it's something that you can't tell anyone, not even your Aunt" Peter said firmly.

"Okay, so what is it?" MJ asked again.

"(sigh), It's time you knew. I'm-" Peter pauses as they both hear footsteps approaching the door.

"Lie down" Peter demanded in a whisper as he rolled under the bed while web-yanking his book bag to himself.

"Mary Jane?" Aunt Anna called as she opened the door.

"Yes Aunt Anna?" MJ replied while sitting up.

"Who were you talking to?" Aunt Anna asked in suspicion.

"Uhh, no one. I was just singing to myself (cough)" MJ replied quickly.

"I could've sworn that I heard someone else up here" Aunt Anna said.

"Oh don't be ridiculous Aunt Anna, there's no one up here but me" MJ replied.

"Well, maybe I'm just letting my worries get the best of me" Aunt Anna said as Peter was overcome with relief. "You just get some rest dear, I'll be back up later to check on you" Aunt Anna added as she was on her way out.

"Okay" Mary Jane replied as her Aunt left.

**Peter then came from under the bed and there was a long pause between the both of them.**

"Whoo, that was a close one" Peter said.

"Yeah, imagine if she'd caught you up here" MJ said as they both chuckled softly.

**Peter then began to rethink telling Mary Jane his secret.**

"Uhh, I should- you know, probably get outta here before we both get in trouble" Peter said as he picked up his book bag and walked to the window.

"Peter wait. What was it you wanted to tell me? MJ asked as Peter stopped without turning around.

"It was nothing" Peter replied in a low voice as he opened the window and began to climb down the tree.

**As Peter reached the ground, MJ came to the window to lock it.**

"I wanna tell her who I really am, but I don't wanna risk her safety. I don't wanna risk anyone's safety" Peter said to himself in thought as they both waved goodbye to each other. "But she deserves to know" Peter continued as MJ walked away from the window. "I mean, I've known MJ since we were 5 and I haven't always been there for her, even when she's needed me the most" Peter continued as he looked around before he leaped unto a small building and then into a nearby alley. "She deserves to know why" Peter added as he threw on his costume. "(Sigh) I'll think about" Spider-man said as he swung off into the air.

**The Empire State Building that night...**

**Three unknown men are about to meet with each other about an important matter at the top floor of the building.**

"Boss?" One man called as he opened one of the doors of a large CEO office.

"Yes Hammerhead, come in" the other man sitting at the desk demanded.

"You wanted to see me?" Hammerhead asked as he approached the desk.

"Yes, how are things coming with the prototypes from Oscorp?" the anonymous man asked as he rested his elbows on the desk.

"Most of em are still in development, but we're done with the hulk-buster suit" Hammerhead replied as the man picked up a cigar.

"Good, then I'll give our pilot a call" The man said as he lit the cigar and began to reach for the phone.

"But boss, if you don't mind me askin-" Hammerhead pauses as the man begins smoking the cigar.

"That depends on what you want to ask" the man said as he brought his hand away from the phone.

"Why'd you want it to look like a Rhino?" Hammerhead asked. "I mean, this isn't some animal kingdom" Hammerhead added.

"Because, a Rhino could easily squash a certain annoying bug in this city" the man said in slight anger.

"You mean the Spider. Come on boss, he can't do nothin to y-" Hammerhead is interrupted.

"He can, he's already stopped most of our shipments down at the docks. And pretty soon, he's gonna shut down our whole operation" the man said as he continued smoking the cigar.

"Boss, I can handle the Spider. There was no need to-" Hammerhead is interrupted again.

"On the contrary Hammerhead, it's going to take a lot more than some hard headed street thug with machine guns to take down the insect" another anonymous man said as he walked out from a darker corner of the room.

"What'd you just call me?" Hammerhead asked firmly as he got into an attack position.

"Calm yourself Hammerhead, he played a big role in retrieving the prototypes. If it weren't for him, we wouldn't even have them now" the other man said.

"You know this guy?" Hammerhead asked.

"Hammerhead, why don't you formally greet our newest team player. Dmitri Smerdyako, AKA, The Chameleon" the man said as a balled, solid white-faced man wearing a black suit stepped out of the shadow.

"Ain't this guy wanted in about six countries?" Hammerhead asked.

"Actually, eight. I have quite the reputation around the world" the Chameleon said.

"Yeah whatever" Hammerhead replied.

"If you gentlemen are done with your insignificant popularity contest, I'd like to get down to business" the anonymous man said while putting his cigar into a smoke absorber.

"Sure boss, go ahead and make the call" Hammerhead said as he and chameleon approached the desk.

**The anonymous man then dialed a number on his office phone and put it on speaker.**

"Hello?" a man on the other end asked.

"Mr. O'Hirn?" the anonymous man asked.

"Who is this?" O'Hirn asked.

"Someone with a job offer" the anonymous man said with a smile.

**The End**


	2. Chapter 2

**"Stampede of the Rhino"**

**Previously...**

**Norman Osborn has been robbed of many inventions that could have largely benefited the future of his company. The theft was ordered by an unknown infamous crime boss that wishes to weaponize them and use them to kill Spider-man. While Norman Osborn struggles with the thought of losing his company, Peter Parker is still in deep thought of whether he should tell Mary Jane his secret. However, the longer Peter decides to be Spider-man, the more his family and friends are at risk. The ground is beginning to crumble beneath Peter's feet as he ventures further into the life of a true hero. **

**A few days later...**

**Peter decides to swing by the Daily Bugle before school in order to collect his check for some pictures of Spider-man foiling a drug trade.**

"So, what do you think of them?" Peter asked his boss as he was reviewing the photos.

"I THINK THERE TRASH! I TOLD YOU TO BRING ME RELIABLE PHOTOS OF THIS WALL-CRAWLING MENACE!" Jameson yelled as he threw the photos up in the air.

"What do you mean, reliable?" Peter asked in a confused tone.

"THESE PHOTOS MAKE IT LOOK LIKE HE WAS STOPPING THE DRUG TRADE, I NEED EM TO LOOK LIKE HE WAS APART OF IT!" Jameson yelled as he banged his fist on the desk.

"But he was stopping it, Spideys' not a criminal Mr. Jameson. He's one of the good guys" Peter said.

"Yeah? Well good guys don't run from the police at first sight" Jameson said as he picked up a picture showing Spider-man fleeing from the police.

"That's because they were shooting at him. Wouldn't you run if someone was shooting at you?" Peter asked.

"Don't make this about me kid. The simple fact is that Spider-man is an outlawed vigilante that must be brought to justice!" Jameson exclaimed.

"(sigh) Look I'll pick up the check later, I gotta get to school" Peter said as he looked at his watch.

"BRING ME MORE PHOTOS PARKER AND THIS TIME, I WANT EM OF SPIDER-MAN ACTUALLY COMMITTING A CRIME!" Jameson yelled as Peter left the office.

**Meanwhile in an underwater base of operations...**

**Tests are being done for Alex O'Hirn's control of the hulk-buster suit.**

"Okay, now lift your left arm" a scientist demanded of O'Hirn as he did so.

"What's the point of this?" Hammerhead asked as he approached the scientist. "The suit's finished and we already tested it out" Hammerhead added as the other scientist continued to give Alex commands.

"We have to be sure that Mr. O'Hirn has complete control of the suit. We wouldn't want it to malfunction in the middle of combat, now would we?" the scientist asked.

"Well just hurry it up. The boss wants this done today" Hammerhead said firmly while tapping his watch.

**The scientist nodded in reply. Hammerhead then left the testing facility and made his way up to the observation room where he met the Chameleon.**

"What're you still here for?" Hammerhead asked as he approached him.

"I'm rather curious to see how this hulk-buster as you call it will be able to eliminate Spider-man" Chameleon said while observing the suit.

"You see the size of that thing?" Hammerhead asked. "The bug won't be able to touch O'Hirn without gettin splated" Hammerhead added.

"Hmm, all brawn and no brains" Chameleon said while continuing to gaze at the suit.

"You wanna say that a little louder?" Hammerhead asked angrily.

"We'll see how this goes" Chameleon said while looking over at Hammerhead. "I think they're ready for you" Chameleon said while bringing attention to O'Hirn giving him a thumbs up.

**Hammerhead then nodded his head and walked over to a speaker on the wall. He then pressed a button under the speaker.**

"Okay O'Hirn listen up, cause I'm only gonna say this once" Hammerhead said firmly over the speaker. "We're gonna launch you into the city. When you get there, you're gonna do as much damage as you can. Spider-man'll come lookin for you and when he does, you know what to do" Hammerhead finished.

"Don't worry, I got my own score to settle with the wall-crawler. I'll take care of em" O'Hirn said as the scientists directed him to the launch pod.

"Yeah? Well you better, otherwise the boss is gonna take care of you and trust me, you don't want that" Hammerhead said firmly as O'Hirn entered into the launch pod.

"Hey, wait a minute, I got a question" O'Hirn said as the launch pod began to close.

"What is it?" Hammerhead asked.

"When do I get my money?" O'Hirn asked.

"Simple, when you squash the bug" Hammerhead replied as the pod shot off into the ocean.

**Chameleon then began to shake his head.**

"You got a problem?" Hammerhead asked firmly.

"Like I said, we'll see how all this goes" Chameleon replied.

"Yeah, we will" Hammerhead said in a low and serious tone.

**Later at Midtown High...**

**Peter is in the library studying with Mary Jane. While they are studying, Peter is still trying to find the best way to tell MJ his secret.**

"Peter, how many questions are gonna be on this geometry quiz?" MJ asked in a whisper.

"I think ten" Peter replied in a whisper.

"Thanks" MJ said as she looked back down at her books.

"No problem" Peter replied as he did the same.

**After a short pause between them, Peter sighed.**

"MJ, remember the other day when I had something to tell you?" Peter asked.

"Yeah, I thought you said it was nothing" MJ replied.

"Well, it was something, I just wasn't ready to tell you" Peter said. "But now I think I am" He added.

"Okay so what is it?" MJ asked.

"Okay" Peter said in a low tone as he looked around to make sure no one was listening. "I'm Sp-" Peter paused as he noticed Liz coming over to sit with them.

"Mind if I join you guys for a sec?" Liz asked in a whisper as she sat down.

"Aww not again" Peter said in thought.

"Oh, I'm not interrupting anything am I?" Liz asked.

"We're kinda in the middle of something here" MJ said in a sassy tone.

"No, it's alright MJ. I can tell you later" Peter said. "What was it you wanted Liz?" Peter asked as an annoyed expression fell upon MJ's face.

"I just wanted to apologize for Flash from the other day. He can be kind of a jerk sometimes" Liz said.

"It's no big deal, but thanks" Peter said.

"Don't mention it" Liz replied as she stood up and walked away.

"That was nice of her" Peter said.

"Whatever" MJ said as she turned her attention back to her books.

**All of a sudden, the intercom came on. Principle Davis had an important announcement to make.**

"All staff and students, let me have your attention please!" Principle Davis demanded as Peter looked up at the intercom. "We have just received information regarding an attack in a downtown area near the school" Principle Davis continued. "The source of the attack has not yet been identified. However, we have been ordered into lockdown. All staff and students please make your way to the gymnasium in an orderly fashion and await further instructions" Principle Davis finished.

"I wonder what's going-" MJ pauses as she stands up and notices that Peter has disappeared. "Peter? Where'd he go?" MJ asked herself as she glanced around the library.

**The Downtown area...**

**The police are trying to maintain the situation and stop the chaos.**

"GET EVERY AVAILABLE UNIT DOWN HERE NOW!" Captain Stacey demanded over his walkie talkie. "IF WE DON'T STOP THIS THING, THERE'S NO TELLING HOW MANY LIVES WILL BE LOST!" Captain Stacey exclaimed.

"Yes sir, right away!" An officer on the other end responded.

"How's evacuation coming along?" Captain Stacey asked another officer.

"Slowly sir, we've got civilians trapped under debris and in unstable buildings. It's gonna take a while to get them all out" the officer said.

"Damn it!" Captain Stacey exclaimed. "Tell all teams to save as many civilians as possible" Captain Stacey said.

"Yes sir" the officer said as he pulled out his walkie.

"Do we have identification on the suspect?" Captain Stacey asked.

"Sir, you're gonna wanna here this!" another officer said as he ran up to Captain Stacey and handed him a walkie.

"Report!" Captain Stacey demanded over the walkie.

"CAPTAIN, THIS THING IS HUGE! THIS IS GONNA SOUND CRAZY, BUT IT LOOKS LIKE SOME MECHANICAL RHINO" the officer responded.

"A RHINO?" Captain Stacey asked in a confused tone as an explosion happened from a few blocks away. "Lieutenant? What's your status?" Captain Stacey asked with no reply. "Lieutenant!" Captain Stacey yelled over the walkie.

"CAPTAIN LOOK OUT!" an officer yelled as everyone noticed a truck hurdling towards them from the air.

**As everyone began to take cover, the truck was caught by strands of webbing connected to surrounding buildings.**

"You're welcome!" Spider-man shouted as he swung over the officers and into the destruction.

"It's Spider-man!"an officer exclaimed as he pulled out his walkie. "All units, all units engage on Spider-man!" the officer said over the walkie.

"Scrub that order son" Captain Stacey demanded.

"But sir-" the officer is interrupted.

"You saw what he did, now scrub the order. Let's see how this goes" Captain Stacey said as he continued to gaze at Spider-man swinging off into the destruction.

"God!" Spider-man exclaimed at all the chaos as he perched on the edge of a building. "What could've done all this?" Spider-man asked himself while looking around.

"HELP, WE NEED SOME HELP OVER HERE!" Some people shouted while trying to lift debris off of some children and other people.

"Those kids'll be crushed if I don't get down there and help" Spider-man said to himself as he swung down to help the people.

"Need a hand?" Spider-man asked as he landed on the side of a nearby building.

"Get lost freak! We don't need any help from you, you're probably the cause of all of this!" a man exclaimed angrily.

"What? No, I'm here to help" Spider-man said in astonishment.

"Yeah right" the man said as Spider-man's spider sense began tingling.

"LOOK OUT!" a woman shouts as she points at a street pole beginning to fall in their direction.

"WHOA!" Spider-man exclaims as he jumps to the ground and catches it.

**All the people are suddenly amazed at what he's doing.**

"Uhh, you wanna speed that up there?" Spider-man asked while struggling to hold the pole.

**The people then began moving the loads of debris faster. They soon made a large enough opening for the children and other people to get out.**

"That's everyone!" another man said.

**Spider-man then threw the street pole to the side, he then noticed some children running to their parents. As they are hugging each other, their father begins speaking to Spider-man.**

"You know, it's not true. All the stuff they say about you. You're a hero" the father said.

**Spider-man nodded his head in reply. He then turned around and swung off deeper into the chaos. As he is swinging, he notices a large dark gray figure charging through buildings.**

"The heck was that?" Spider-man asked himself as he swung after it.

"Oh yeah, this feels real good!" O'Hirn exclaimed as he rushed out from the other side of a building.

"Hey! Stay focused on the mission. If you screw this up, the boss is gonna have your head!" Hammerhead exclaimed through O'Hirn's earpiece.

"Relax, when the Spider shows up he's as good as dead" O'Hirn said as he came to a slow stop and began to look around in the sky.

"He better be" Hammerhead said firmly.

**Just then, a S.W.A.T truck swerved behind O'Hirn. A team of six S.W.A.T officers came out of the truck and set their weapons on O'Hirn.**

"OPEN FIRE ON THE TARGET!" the team leader commanded.

**They all began firing their machine guns on O'Hirn. However, the bullets bounced right off of the Rhino influenced suit. One of the S.W.A.T officers then decided to pick up a rocket launcher and blast it directly at O'Hirn.**

"Direct hit!" the officer shouted as the rocket made impact and the other officers ceased fire.

**After a short moment of watching the thick black smoke ascend into the air, O'Hirn walked right out of it, uneffected. All of the officers are shocked by O'Hirn's survival.**

"My turn" O'Hirn says in a low voice as he begins to charge at the S.W.A.T team.

**The team continues to fire their weapons at O'Hirn as he begins to draw closer. Before O'Hirn can reach them, the S.W.A.T team is yanked out of the way by strands of webbing.**

"What the-" O'Hirn pauses as he comes to a stop and notices the officers hanging from the street lights by web-lines.

**As O'Hirn turns around, he is shot in the face with two web balls.**

"Ya know, if you needed a tour around the city, you just had to ask. There was no need to go and trash New York" Spider-man quips from the top of a street pole as O'Hirn is struggling to get the webbing off of his face.

"Actually there was a need, I had to get you out in the open" O'Hirn said. "SO THAT I COULD SQUASH YOU LIKE THE BUG THAT YOU ARE!" O'Hirn shouted as he picked up the S.W.A.T truck and threw it at Spider-man.

"Whoa!" Spider-man shouted as he air-volted over the truck and onto O'Hirn's back. "Okay, the name calling part isn't nessessary" Spider-man says as O'Hirn is struggling to get him off of his back. "The part where I beat you and send you to jail, that's what's nessessary" Spider-man says as he punches O'Hirn's back. "AHH!" Spider-man groans in pain as he grabs his hand.

"(laughter), Did you really just try that?" O'Hirn asked in a mocking tone. "This thing's made of pure titanium" O'Hirn says as he grabs Spider-man from his back. "You ain't gonna be dentin this anytime soon" O'Hirn said as he threw Spider-man at a street pole.

**Spider-man then swung himself around the pole and flies off of it and to the side of a building.**

"You give quite the first impressions Mr.-" Spider-man pauses not knowing what to call his new adversary.

"Rhino to you wall crawler!" O'Hirn exclaims. "Hey, that's not bad, yeah" O'Hirn says. "I'M THE RHINO!" Rhino shouts as he charges toward the building that Spider-man is on.

**As Rhino impacts the building, it begins crumbling and Spider-man looses his feel on the wall and falls to the street.**

"(Chuckles), Time to squash the Spider" Rhino says as he raises his fists into the air.

**As Rhino slams his fists into the pavement, Spider-man back-flips away from him. Rhino then comes at Spider-man again. Spider-man jumps backwards as Rhino slams one fist into the ground. Spider-man then lands on a car.**

"Up high" Spider-man says as Rhino lifts his fists into the air again. "Down low, to slow" Spider-man quips as he back-flips to the top of a street light and Rhino destroys the car.

"OH, WILL YOU JUST SHUT THE HELL UP!" Rhino yells as he throws the car at Spider-man with one hand.

"Now, now Rhiny" Spider-man says as he jumps onto the car. "Watch your language, kids are present" Spider-man quips as he shoots two web-lines on opposite sides of Rhino.

**Spider-man then yanks fiercely at the webs and rushes the car strait towards Rhino from the air. Spider-man jumps off of the car right before it comes in contact with Rhino. Rhino is then knocked off of his feet and tumbles slightly down the street.**

"Oh you're gonna pay for that one bug boy" Rhino said angrily as he stood up.

"Really?" Spider-man asked as he landed on a car. "I don't see a bill anywhere on you" he quips.

"(Stammers in frustration), WILL YOU JUST SHUT UP!" Rhino yells as he stomps his foot and causes a small earthquake to rush toward Spider-man.

"Sorry, it's kinda my thing to get the bad guys all mad and worked up" Spider-man said as he jumped to the side of a building and began running across it to get to Rhino.

**Spider-man then jumps to Rhino's back again and tries to leap off of it. But before Spider-man can get clear of his enormous foe, Rhino catches his ankle and slams him to the pavement.**

"And it's my thing to squash little pimp-squeaks like you, who are always getting in the way!" Rhino exclaims as he throws Spider-man through a building and into a car dealership parking lot.

**Spider-man slams into a new sports car and bounces off of it and to the pavement.**

"Hi everybody" Spider-man says to some nearby customers weakly as he struggles to get up.

**As everyone sees Rhino rushing to the dealership, a panic breaks out and everyone begins to run away. Spider-man then hops up to one of the parking lot lights.**

"Ya know, I don't know many people who would dress up like a Rhino to kill me. But it feels like we know each other" Spider-man said. "You're not my grumpy mailman are you?" Spider-man asked humorously.

"RAAA!" Rhino roared out. "I'M SICK OF YOU ALWAYS RUNNING YOUR MOUTH, TRYING TO BE A WISE GUY!" Rhino exclaimed. "IT'S TIME FOR YOU TO GET STEPPED ON BUG!" Rhino added as he rushed to the pole that Spider-man was on and took it out of the ground, causing some vehicles to trample around the area.

"I'll take that as a yes, we do know each other" Spider-man said cheerfully as he flipped from the pole to the top of a car. "So, what's your real name?" Spider-man asked. "Oh wait let me guess, you're J. Jonah Jameson gone insane" Spider-man quipped.

"IT DOESN'T MATTER WHO I AM!" Rhino exclaimed. "WHAT MATTERS IS THAT YOU'RE GONNA DIE TODAY!" Rhino exclaimed as he threw the pole at Spider-man.

"Yeah, well see. I'm kinda allergic to death, it ruins my complexion" Spider-man said as he flipped over the pole and shot two web lines at it. "You know what I mean?" Spider-man asked as he slung the pole back at Rhino, causing him to fly into the dealership building.

**As O'Hirn began to snap out of his temporary daze, he realized that the hulk-buster suit had been badly damaged.**

"Oh no" O'Hirn said while trying to stand the suit up. "What's goin on? What's wrong with this damn thing?" O'Hirn asked himself frantically.

"O'Hirn, what the hell just happened?!" Hammerhead asked angrily through O'Hirn's earpiece. "The suit's power core just went offline" Hammerhead added.

"It was the Spider, he messed up the suit some kinda way!" O'Hirn said frantically. "I can't move!" He exclaimed.

"(sigh), I knew you was gonna mess this up" Hammerhead said in a low tone.

"What am I spose to do!?" O'Hirn asked frantically.

"First of all, you're gonna shut your mouth and listen!" Hammerhead exclaimed. "Now the boss figured somethin like this was gonna happen, that's why he had a fail-safe feature installed into the suit" Hammerhead explained.

"Fail-safe?" O'Hirn asked nervously.

"Yeah, now you're gonna feel a slight burn when this happens" Hammerhead said.

"What burn-" O'Hirn pauses as small holes begin opening from the inside of the suit. "What's goin on? What're you doin?" O'Hirn asked with no reply from Hammerhead.

**A steaming silver liquid then began to pour out of all the holes and fill the suit.**

"AHHHH!" O'Hirn shrieks in pain as it comes in contact with his skin. "OH GOD NO! WHAT IS THIS STUFF?!" O'Hirn exclaimed as Spider-man swung through the enormous hole in the wall.

"Hey, you ok in there?" Spider-man asked with concern as O'Hirn continued to yell out.

**As the yelling stopped, the suit then began to release steam and there was a short pause. All of a sudden, a large silver arm ripped out from the side of the suit. Spider-man then entered into a defensive stance as it began to rip part of the suit off.**

"Okay?" Rhino asked. "I'm way better than okay!" Rhino exclaimed as he continued to rip the suit away from him. "I FEEL GREAT!" Rhino yelled as he stood up revealing his new form.

**O'Hirn was now covered with some type of silver metal that multiplied his body mass. There was an opening for his face and the horn on his forehead was much sharper.**

"WHOA!" Spider-man exclaimed at Rhino's new appearance. "What happened to you?!" Spider-man asked in an astonished tone.

"You should be more worried about what's gonna happen to you bug" Rhino said.

"(Nervous chuckle) Between you and me, that is of some concern right now" Spider-man said nervously as Rhino approached him slowly.

**Midtown High School...**

**All of the students and teachers are in the gym wondering what the situation is downtown.**

"Hi, this is Peter Parker. I can't get to the phone right now, so just leave your name, number and you know the rest. Try again later, bye" Peter's voicemail said.

"Hey Pete, look I don't know why you bailed on me in the library. But I'm just calling to make sure you're alright, (sigh) please get back to me" MJ said as she hung up her phone.

**Just then, Harry and Gwen approached MJ from behind.**

"Hey MJ" Gwen said as she turned around.

"Hey guys, have you seen Peter anywhere?" MJ asked.

"I haven't seen him all day" Harry replied while shrugging his shoulders.

"Let me guess, he mysteriously disappeared on you" Gwen said while folding her arms.

"Yeah" MJ replied in a soft tone.

"(Groans in anger) I can't stand when he does that, he's like a ghost" Gwen said angrily.

"Did you try calling him?" Harry asked.

"His voicemail picked up every time" MJ replied while holding up her phone.

"I'm sure Pete's fine, his phone's probably dead or something" Harry suggested.

"Yeah" MJ said in a low and sorrowful tone as her head fell down slightly.

**Principle Davis then came over the intercom again.**

"Staff and students, allow me to have your attention once more" Principle Davis demanded. "The situation downtown has not yet been resolved. As a matter of fact it may have just worsened" Principle Davis continued. "We are getting reports that the masked vigilante known as Spider-man is somehow involved in the attack. The details are not clear as of yet, however, we have been ordered to hold you on the campus until all this is all resolved" Principle Davis explained. "Please remain calm and await further updates" Principle Davis finished.

"That must be where he is" MJ said in realization.

"What?" Gwen asked.

"Peter, he's gotta be downtown trying to get pictures of Spider-man for the Bugle" MJ said.

"C'mon, Pete's not stupid enough to do something like that" Harry said.

"Actually Harry, it makes since" Gwen said. "Peter's really devoted to supporting his Aunt with the money from the Bugle. He may have went down there" Gwen added in a sorrowful tone.

**A sorrowful expression then fell upon MJ's face.**

"I'm sure he's fine MJ" Gwen said trying to comfort her friend. "Plus, there's a low possibility that Peter was even able to get out of the school. Ya know, because of the lock down" She added. "Don't worry about him" Gwen said while placing her hand on MJ's shoulder.

**MJ then looked up to one of the gymnasium windows.**

"Please be safe Tiger" She said in thought.

**Back in the downtown area...**

"(Groans in pain), Yep that's gonna hurt for a while" Spider-man uttered weakly after Rhino had smacked him into the wall of a building.

**Rhino then grabbed Spider-man by his leg and slammed him face-down to the pavement. He then lifted Spider-man in the air by his leg.**

"How's it feel to be on the pummeling side wall-crawler?" Rhino asked in a mocking tone.

"Oh just swell, wanna switch?" Spider-man quipped weakly.

**Rhino then turned around and threw Spider-man into the air. As Spider-man descended he landed into a bank. As Spider-man tumbles through the bank, all of the customers break into a panic. After a few minutes, Rhino came rushing into the bank and all of the customers ran out of the emergency doors. He then noticed Spider-man down on the floor. As Rhino began to approach him slowly, he noticed the vault on the other end of the room.**

"With all this, I could have anything I wanted" Rhino said while observing his new form. "Nothing could stop me, no one could stop me" Rhino says as he begins to approach the vault.

**As Rhino begins to rip the vault door off, his hands are shot with two web-lines.**

"Sorry, but I can't let you do that" Spider-man said as he held both of the lines firmly.

"Or what?" Rhino asked.

**Rhino then turned around and grabbed both of the web-lines. He then slung Spider-man into the wall next to the vault.**

"It's not like there's anything you can do to stop me" Rhino said as he approached Spider-man.

"Don't bet on that, there's always a way" Spider-man replied weakly.

"You keep tellin yourself that kid. Meanwhile, I'll be countin my fifty grand" Rhino said as he lifted his foot above Spider-man.

"Wait, what!?" Spider-man asked in an astonished tone as he cart-wheeled to the side and Rhino brought his foot down fiercely. "Fifty grand, as in fifty thousand dollars!?" Spider-man asked in an astonished tone as he back-flipped to another wall.

"Yeah, so what?" Rhino asked as he looked up at Spider-man.

"So you're telling me that someone's paying you to kill me?" Spider-man asked in a confused tone.

"Yeah and if I don't deliver, then he's gonna come after me" Rhino said.

"Who are they?" Spider-man asked.

"I'm not dumb enough to tell you that!" Rhino replied.

"Maybe not, but you sure are pretty dumb" Spider-man mocked.

"Why you son of a-" Rhino pauses as Spider-man webs his mouth.

"Man, what is up with you bad guys and your language?" Spider-man quips as Rhino is struggling to pull the webbing from his mouth.

"RAAAAAA!" Rhino roars out as he pulls the webbing away. "I'M GONNA MAKE YOU SUFFER BUG BOY!" Rhino yells as he launches himself at Spider-man.

**As the distance between them closes rapidly, Spider-man jumps to a chandelier on the ceiling. Rhino then goes through the bank wall and into the street. When Spider-man swings out after him, he lands on a street light and notices that Rhino has taken a knee and is breathing heavily.**

"That's it!" Spider-man said to himself in realization. "I've got to wear him down to the point where he can't take the strain" Spider-man said to himself.

**As Rhino began to stand, Spider-man leaped to his back.**

"What's the matter Rhino?" Spider-man asked as he back-flipped in the air above Rhino's back. "You need a whittle nap?" Spider-man quips as came down on Rhino fiercely, causing him to fall to one knee again.

"What I need is for you to die!" Rhino exclaimed in an exhausted tone as Spider-man jumped down in front of him.

"Well if you want me-" Spider-man pauses as Rhino tries to punch him. "Then you're gonna have to come get me" Spider-man says as he jumps onto Rhino's arm and then takes off on a web-line from his shoulder.

**Rhino then turns around and begins rushing after Spider-man. As Spider-man continues to swing through the city, he notices that Rhino is not to far behind him.**

"That's right, just keep playing follow the leader Rhiny" Spider-man said to himself as he continued swinging.

"GET BACK HERE YOU STUPID FREAK!" Rhino calls out as he continues running.

"Me the freak, really?" Spider-man asked. "Have you seen yourself in the mirror lately?" He insulted as he continued swinging.

**As Rhino continued running, he began to breath heavily again. He then came to a slow stop in the middle of the street and took a knee. Spider-man then swung to the side of a building next to Rhino.**

"Wow, I've never seen a dog sweat as much as you are now" Spider-man quipped.

"I'M NOT A DAMN DOG, I'M THE RHINO!" Rhino exclaimed. "AND I'M GONNA KILL YOU!" He added.

"Wait a minute, now I remember where I know you from" Spider-man said in realization. "You're Alex O'Hirn, I got you a month ago for mugging someone" Spider-man said.

"YEAH, EXCEPT NOW I'M GONNA BE THE ONE TO GET YOU!" Rhino exclaimed.

"Whoa, whoa take it easy there zoo fest" Spider-man said as he jumped down from the wall. "You're not in any shape to do anything" Spider-man added as he approached the worn down Rhino. "You should see about getting that armor removed and-" Spider-man stops as Rhino smacks him into a car.

"I DON'T NEED ANYTHING, EXCEPT FOR YOU TO BE DEAD!" Rhino yelled as he stood back up.

"And we're back" Spider-man quipped as he also stood up and entered into a defensive stance.

"RAAAAAAAAA!" Rhino roared out as he charged at Spider-man.

**Spider-man then flipped over Rhino as he ran into the car.**

"Come on, is that all you got?" Spider-man taunted as he landed.

"Just you wait bug" Rhino threatened as he turned around.

**Rhino then leaped at Spider-man and came down with one fist, but Spider-man had already back-flipped out of the way and to the side of a building.**

"Haven't we played this game already?" Spider-man asked.

"(Groans in frustration) JUST HOLD STILL!" Rhino demanded as he threw a car at Spider-man.

"Now's my chance" Spider-man said in thought as the car drew closer.

**Spider-man then jumped through the two front windows of the car and caught Rhino of guard. When Spider-man landed on the pavement, he flipped over to Rhino's chest and flip-kicked him fiercely in the jaw. Rhino stumbled back as a result. Spider-man then shot web-lines at Rhino's ankles and yanked at them fiercely. This caused Rhino to collapse onto his back. Spider-man then shot more web-lines on Rhino's arms and began to rotate clock-wise. As Spider-man did this, he dragged Rhino along with him. Spider-man then began to increase in speed and velocity as he continued to drag Rhino around in a circle.**

"I call this trick, my web-rodeo!" Spider-man shouted as he continued turning.

**He released Rhino and sent him tumbling into an old abandoned building. After a short pause, Rhino came out of the large hole in the building and approached Spider-man slowly.**

"I'm gonna-" Rhino stops as he collapses right in front of Spider-man.

"You know what they say" Spider-man said while looking down at Rhino. "The bigger they are, the harder they-" Spider-man pauses. "Okay that's a lame one" he added.

**All of a sudden, Spider-man hears police sirens approaching his location rapidly.**

"Uh-oh, don't wanna get caught with this clown" Spider-man said as he swung away from the scene.

**As Spider-man watches the police subdue Rhino in an iron truck from the roof of a building, he begins thinking to himself.**

"I wonder who would send something like this after me?" Spider-man asked himself. "O'Hirn said they were gonna pay him fifty thousand for putting me down, so they must have a serious grudge against me" Spider-man said. "I've gotta figure out who this guy is before this all gets out of hand" Spider-man said as he swung off. "But right now I better get back to school before anyone notices I'm gone" Spider-man said as he continued swinging.

**Back at Midtown High...**

**Principle Davis is about to come over the intercom again with good news.**

"Staff and students, let me have your attention once more" Principle demanded. "I am pleased to announce that the downtown crisis has been resolved" Principle Davis said. "We are now officially off lockdown and will resume our regular instruction time, thank you for your patience" Principle Davis finished.

"Hey MJ!" Peter called as he ran up to her.

"Where have you been?" MJ asked in frustration "I left you like five messages" she added while holding up her phone.

"I'm sorry, I had some business to take care of" Peter said.

"Like going to get pictures of Spider-man for the Bugle" MJ said angrily.

"Wait, how did you-" Peter is cut off.

"It wasn't that hard to figure out Peter" MJ said. "Look, I understand that you need this job for your Aunt. But believe it or not Peter, some of us still need you" MJ said before she walked away.

**A dismayed expression then fell upon Peter's face.**

"That could've gone better" Harry said as he walked up to Peter.

"Doubtful" Peter replied.

"Why didn't you just tell her or somethin man?" Harry asked. "She was really worried about you" he added.

"Yeah, I know" Peter said as Gwen met up with MJ. "But I'm gonna make it up to her" he added as Gwen and MJ began talking.

**The Empire State Building that night...**

**Hammerhead and his boss are having another meeting.**

"Don't tell me, Mr. O'Hirn didn't come through for us" the unknown man said.

"O'Hirn was never with the program anyway" Hammerhead said. "He was always about the money" he added.

"Hmm, true" the man said as he poured himself a small glass of liquor. "So what do you propose?" He asked as he took a sip.

"We're still workin on the rest of the prototypes, but we're gonna need somebody who'll stay on the job and not get sidetracked" Hammerhead suggested.

"That's already been taken care of" the man said as he placed his glass on the desk.

"Whadaya mean?" Hammerhead asked as two men dragged an old grizzled man into the office. "Who's this geezer?" Hammerhead asked as the two men placed him in a chair in front of the desk and left the office.

"Our new recruit" the anonymous man said as the old man began to wake up.

"What in the name of-" He pauses while looking around the room. "Who are you? What am I doing here?" the man asked frantically.

"Calm yourself Mr. Toomes" the anonymous man demanded.

"H-how do you know my name? Who are you?" Toomes asked nervously.

"I know many things Adrian" the anonymous man said. "Like for instance, I know that you're a genius in aerodynamics" the man said.

"What's that got to do with anything?" Adrian asked.

"Well you see, I'm prepared to give you the opportunity to use that knowledge for a purpose that would benefit us all" the man said as he took another sip of liquor.

"And if I refuse?" Adrian asked as he placed the glass back on the desk.

"Well then, we'll just have to trust that your knowledge has taught you the ability to grow real wings and fly" the anonymous man said. "This is a fairly high building after all" he threatened.

"What do you want?" Adrian asked nervously.

"To offer you a job, Mr. Toomes" the anonymous man replied.

"What kind of job?" Adrian asked as the Chameleon entered the room.

"Sir, the automatic flight wings have just been finished" Chameleon said.

"Excellent" the man replied.

"What is this?" Adrian asked.

"Mr. Toomes, have you ever wondered how birds are able to soar through the sky?" The man asked.

**THE END**


End file.
